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NOTICE TO BIDDERS The DeSoto County School Dis- trict will receive bids for Edu- cational Apple Branded Products in the following man- ner: Bid# 281-APPLE2-DCS-20 Sealed bids will be accepted until 9:00 am CST on Friday, February 28, 2020, in sealed envelopes at the DeSoto County Schools Central Ser- vices Office, Purchasing De- partment, 5 East South Street, Hemando, MS, or by electron- ic bid submission. Submis- sions will be evaluated and vendors submitting accept- able offers will be considered. Electronic bids can be submit- led at www.centralbidding.com. For any questions relating to the electronic bidding process, please contact Central Bid- ding at 225-810-4814. Specifications are on file at the office of the Superintendent. To receive a copy of the spe- cifications please contact the Purchasing Department at 662-449-7291, by fax 662- 449-7242, by email: dcs.pur- [email protected]. Specific- jjj ations may also be dov;n- loaded at v/wvi'.centralbidding.com, for a fee. All bids must comply with the specifications provided. The De.Soto County School District reserves the right to amend the specifications, as necessary, ap.d agrees to noti- fy ail having requested bid packets. Ths contrsct wiil be awarded to She lowest responsible bidder. The DeSoto County School District reserves the right to waive any infonnaiities end to reject any or all bids. /s/ Gory Uselion • .;.| Superintendent of Education •j To be published: Februar/ 6,;' 2020' ' ! February 13,2020 I;J 2/6/2020 Mail - Tish Waugh - Outlook
[EXTERNAL] MPTAP Bid Submission -- 02/06/2020 10:21 AM Agency Bid Bank
Please Keep this Confirmation for your Records
User: [email protected] (Tish Waugh) Agency: DeSoto County Schools Division: Purchasing
Bid Number: 8323-20200206101823 Alternate Bid Number (if applicable): #281-APPLE2-DCS-20 Bid Due Date and Time: 2/28/2020 9:00:00 AM NIGP Number: 20454 NIGP Description: Microcomputers, Handheld, Laptop, & Notebook Major Procurement Category: INFORMATION TECHNOLOGY (IT) Sub Procurement Category: SUPPLIES - TECHNOLOGY Pre-Bid Conference: False Pre-Bid Conference Date and Time: N/A Pre-Bid Description (if applicable): N/A Bid Description: Sealed bid for Educational Apple Products File attached: True File Attachment Generated File Name: 8323-20200206101823.pdf File Attachment Description (if applicable): N/A
Thank you for your bid submission. Your bid has been registered with our system, and the MPTAP administrator has been notified of your bid.
Confidentiality Note: The Mississippi Development Authority (MDA) is committed to ensuring complete confidentiality of information for our customers. To this end, the information contained in this e-mail and/or documsnt(s) attached is for the exclusive use by the individual named abovs and/or their organization and may contain confidential, privileged and non-disclosable information. If you are not the intended recipient, please refrain from reading, photocopying, distributing or otherwise using this e-mail or its contents in any way. If you have received this transmission in error, please notify me immediately. {MDA-2012}
https://out[ook.office.com/mail/inbox/id/MQkADQwOWIxNTJhLTYOMzAtNDJmYy05ZjAwLTYyOWVjMTUwZTY4YQAQADjc5SuWlzpAgWrrCVPNB8M... 1/1 DESOTO COUNTY SCHOOLS 5 East South Street • Hernando, Mississippi 38632 c 662-429-5271 • fax 662-429-4198 • Website: www.desotocountyschools.org "EXCELLENCE IS A COMMITMENT"
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EDUCATIONAL APPLE BRAND PRODUCTS Bid#281-APPLE2-DCS-20
Alt products must be shipped, delivered, and invoiced by June 30, 2020. Bid will expire June 15, 2020.
Item #MW742LL/A - iPad 7th Generation Quantity 250 • 10.2" Retina Display • A10 Fusion Chip Touch ID Support for Apple Pencil • Supportfor Smart Keyboard • WiFi • 32GB Space Gray
Item #S6560LL/A - 3 year Applecare+ for iPad Quantity 250
Item #MVFN2LL/A - MacBook Air 8th Generation Quantity 1 13.3" Retina Display Touch ID • WiFi 256GB Gold
Item #BP952LL/A - iPad Bundle (10 pack) Quantity 3 10.2" Retina Display WiFi • 32GB • 3 Year AppleCare+included • Space Gray
DeSoto County School District does not discriminate on the basis of race, gender, religion, national origin, age, or handicapping conditions and is an equal opportunity employer DESOTO COUNTY SCHOOLS 5 East South Street • Hernando, Mississippi 38632 662-429-5271 • fax 662-429-4198 • Website: www.desotocountyschools.org "EXCELLENCE IS A COMMITMENT"
m^^ss^^M^^wwmmvmmism^ ^^^^^^i^^^^^^^^^^ Item #BP832LL/A - iPad Bundle (10 pack) (NO AppleCare+) Quantity 6 • 10.2" Retina Display WiFi 32GB Space Gray Item #BMSZ2LL/A- MacBook Air 5th Generation (5 pack) Quantity 1 13.3" Retina Display • WiFi 128GB ' • Includes AppleCare+for MAC Item #BP2S2LL/A- MacBook Air Bundle 8th Generation Quantity 1 13.3" Retina Display WiFi 128GB Silver Includes AppleCare+ for MAC Item #MVFH2LL/A - MacBook Air 8th Generation Quantity 1 • 13.3" Retina Display • WiFi • 128GB Space Gray DeSoto County School District does not discriminate on the basis of race, gender, religion, national origin, age, or handicapping conditions and is an equal opportunity employer DESOTO COUNTy SCHOOLS 5 East South Street • Hemando, Mississippi 38632 c 662-429-5271 • fax 662-429-4198 • Website: www.desotocoimtyschools.org "EXCELLENCE IS A COMMITMENT" ;^^^^^^ip"»^^m^^B"^^ie5^s:i;w5::^;&as^s^^^^^^^^^^^^^^^^^^^^^^^^^^jj@^£^;^^^^^;^^>ffi^^^^.^;^^^^^^^^g^ 'S^SemM^&mwmW^msWm EDUCATIONAL APPLE BRAND PRODUCTS Bid#281-APPLE2-DCS-20 Item #MTFQ2LL/A- JPad Pro 3rd Generation Quantity 2 • • 12.9" Retina Display WiFi / 512GB Silver Item #BP8Z2LL/A- iPad 7th Generation (10 pack) Quantity 4 • 10.2" Retina Display WiFi • 32GB Includes 2 year AppleCare+ Item #MRR02LL/A - iMac 8th Generation Quantity 1 • 27" Display Includes Apple Magic Keyboard Includes Apple Magic Mouse 2 Item #MJ1L2AM/A- USB-C VGA Multiport Adapter for iPad Pro Quantity 2 • Item #MQ052E/A- Magic Keyboard w/Numeric Kevpad Quantity 1 • Spanish • Silver DeSoto County School District does not discriminate on the basis of race, gender, religion, national origin, age, or handicapping conditions and is an equal opportunity employer DESOTO COUNTY SCHOOLS 5 East South Street • Hemando, Mississippi 38632 c 662-429-5271 • fax 662-429-4198 • Website: www.desotocoimtyschools.org "EXCELLENCE IS A COMMITMENT" 's^m^mmsmmmwwWiSs^' i^®^^^SSm^8iS^M^jiiii3;; Item #S6125LL/A - AppleCare for MacBpok Air Quantity 1 Item #S6126LL/A - AppleCare for iMac Quantity 1 Item #S6532LL/A - AppleCare for iPad Pro Quantity 2 DeSoto County School District does not discriminate on the basis of race, gender, religion, national origin, age, or handicapping conditions and is an equal opportunity employer DESOTO COUNTY SCHOOLS 5 East South Street • Hemaiido, Mississippi 38632 c 662-429-5271 • fax 662-429-4198 • Website: www.desotocoiuityschools.org "EXCELLENCE IS A COMMITMENT" Bid Tabulation Sheet Educational Apple Brand Products Bid #281-APPLE2-DCS-20 Bid Date: February 28, 2020 @ 9:00 a.m. Vendor: .Apple, lnc_ ESTIMATED ITEM # DESCRIPTION QUANTITY COST/EACH MW742LL/A $ 74,750 iPad 7th Generation 250 S6560LL/A $ 19,750 3 year AppleCare+ for iPad 250 MVFN2LL/A $1,199 MacBook Air 8th Generation 1 BP952LL/A $11,190 iPad Bundle (10 pack) 3 BP832LL/A $ 17,640 iPad Bundle (10 Pack, no AppleCare) 6 BMSZ2LL/A $ 5,060 MacBook Air 5th Gen (5 pack) 1 BP2S2LL/A $1,182 MacBook Air Bundle 8th Gen. 1 MVFH2LL/A $999 MacBookAirSthGen. 1 MTFQ2LL/A $ 2,598 iPad Pro 3rd Generation 2 BP8Z2LL/A $14,120 iPad 7th Gen. (10 pack) 4 MRR02LL/A $ 1,899 iMac 8th Generation 1 MJ1L2AM/A $138 USB-CVGA Multipart Adapter, iPad Pro 2 MQ052E/A $129 Magic Keyboard w/ Numeric Keypad 1 S6125LL/A $183 AppleCare+ for MacBook Air 1 S6126LL/A $119 AppleCare+ for iMac 1 $198 S6532LL/A AppleCare+ for iPad Pro 2 TOTAL $151,154 COST DeSoto County School District does not discriminate on the basis of race, gender, religion, national origin, age, or handicapping conditions and is an equal opportunity employer PROPOSAL ^ I DeSoto County School District Educational Apple Brand Products Bid No.281-APPLE2-DCS-20 .<_ Submitted By Apple Inc. February 28th, 2020 .<. February 28, 2020 DeSoto County School District Attention: Tish Waugh Purchasing Department Central Services Office 5 East South Street Hernando, MS 38632 Tish, Thank you for the opportunity to respond to Bid No. 281-APPLE2-DCS-20 for Educational Apple Branded Products. Apple's response is attached. Our goal is to make amazing products that enrich people's lives. And nowhere does that play out more than in education. For 40 years we've designed products that create opportunities to engage every student. Our products help teachers transform traditional classrooms and lessons into experiences that inspire creativity and encourage collaboration—experiences that profoundly impact a student's curiosity for learning and path in life. We have authored seminal research. We have strong relationships with education thought leaders. And we work closely with a community of educators to understand how they use Apple products to raise the bar for what's possible for learning, teaching, and their school environments. Please send bids and award notices to: Apple Inc. 12545 Riata Vista Circle Mail Stop 581-BID Austin, TX 78727 Fax 512-532-0866 bids Please contact me with any questions about Apple's bid response. Sincerely, Matt Baker Senior Project Manager Apple Inc. 512-674-6505 [email protected] ^_ » Table of Contents SIGNATURE PAGE .. ...1 PRICE PROPOSAL...... 2 Apple Inc. Education Price Quote...... 4 FORM W-9.... • •• MEMORANDUM OF INSURANCE.. ...9 TERMS AND CONDITIONS SUMMARY...... 11 Apple Direct Customer Agreement (ADCA) 12 Educational Apple Brand Products Bid #281-APPLE2-DCS-20 1/We propose to furnish and deliver the items on the bid form according to your specifications. 1/We further agree not to request permission to withdraw our bid after the bids have been opened. This bid consists of the (A) BID NOTICE (B) BID INSTRUCTIONS, (C) SPECIFICATIONS AND BID FORMi;*i 1/We, the undersigned, do hereby understand and accept the following instructions under which this bid is being submittedlilll Apple Inc. (Company Name) (Signature) 12545 Riata Vista Circle, MS 581-BID Austin. TX 78727 Matt Baker (Address) (Name-typed) 94-2404110 Senior Project Manager (Federal ID Number) (Title) 800-800-2775 February 26th, 2020 (Telephone) (Date) [email protected] 512-532-0866 (Email) (Fax) If applicable, please acknowledge acceptance of addenda issued by checking below: Addendum 1_ Addendum 2_ Addendum 3_ Addendum4_ Did you include the completed W-9 Form? Yes. ^ No_ RETURN THIS COMPLETED FORM WITH YOUR BID *As aUN by ^PPIe's Bid Response.: PROPOSAL: Educational Apple Brand Products Page 1 DESOTO COUNTY SCHOOLS 5 East South Street • Hemsmdo, Mississippi 38632 c 662-429-5271 • fax 662-429-4198 • Website: www.desotocountyschooLs.org "EXCELLENCE IS A COMMITMENT" Educational Apple Brand Products Bid #281-APPLE2-DCS-20 Bid Date: February 28, 2020 @ 9:00 a.m. 1/We propose to furnish materials and equipment as stated in the specifications for the amount of: ESTIMATED ITEMS DESCRIPTION QUANTITY COST/EACH MW742LL/A iPad 7th Generation 250 $ 299.00 S6560LL/A 3 year AppleCare+ for i Pad 250 $ 79.00 MVFN2LL/A MacBook Air 8th Generation 1 $ 1,199.00 BP952LL/A iPad Bundle (10 pack) 3 $ 3,730.00 BP832LL/A iPad Bundle (10 Pack, no AppleCare) 6 $ 2,940.00 BMSZ2LL/A MacBook Air 5th Gen (5 pack) 1 $ 5,060.00 MVFK2LL/A and S7732LL/A MacBook Air Bundle 8th Gen. 1 $ 1,182.00 MVFH2LL/A MacBookAirSthGen. 1 $ 999.00 MTFQ2LL/A iPad Pro 3rd Generation 2 $ 2,598.00 BP8Z2LL/A iPad 7th Gen. (10 pack) 4 $ 3,530.00 MRR02LL/A iMacSth Generation 1 $ 1,899.00 MJ1L2AM/A $ 69.00 USB-C VGA Multipart Adapter, iPad Pro 2 MQ052E/A Magic Keyboard w/ Numeric Keypad 1 $ 129.00 S6125LL/A AppleCare+ for MacBook Air 1 $ 183.00 S6126LL/A AppleCare+foriMac 1 $ 119.00 S6532LL/A AppleCare+ for iPad Pro 2 $ 99.00 TOTAL COST $151,154,00 PROPOSAL: Educational Apple Brand Products Page 2 DeSoto County School District does not discriminate on the basis of race, gender, religion, national origin, age, or handicapping conditions and is an equal opportunity employer Company: Apple Inc. Address: 12545 Riata Vista Circle, MS 581-BID Austin, TX 78727 Phone: 800-800-2775 Fax: 512-532-0866 Email: bids(Q).aDDle.com By: Vf9. Title: Senior Project Manager Date: February 26th, 2020 PROPOSAL: Educational Apple Brand Products Page3 Apple Inc. Education Price Quote Customer: Tish Waugh Apple Inc: Joey Banks HORN LAKE HIGH SCHOOL 5505 W Farmer Lane email: [email protected] Bldg 7 Austin, TX 78727 Phone: +1-512-6746848 email: [email protected] Apple Quote: 2206113128 Quote Date: Monday, March 02, 2020 i Quote Valid Until: Saturday, March 21, 2020 Quote Comments: Please reference Apple Quote number on your Purchase Order. •BlcBIKR6etajte:?&|Com^ms||||| Vlff^^ViBMSWiiw ^^^HMHIIttV£iiilSSiXS^i^^^ lillBl^ii i^i^ninina;BNass ??-1'- ^ 1 10.2-inch iPad Wi-Fi 32GB - Space Gray 250 $299.00 $74,750.00 Part Number: MW742LL/A 2 3-Year AppleCare+ for Schools - iPad / IPad Air / iPad 250 S79.00 519,750.00 . mini Part Number: S7743LL/A 3 13-inch MacBook Air: 1.6GHz dual-core Sth-generation 1 51,199.00 51,199.00 Intel Core i5 processor, 256CB - Cold Part Number: MVFN2LL/A Configuration: , • 065-C7Q1 1.6GHz dual-core Sth-generation Intel Core i5 processor, Turbo Boost up to 3.6GHz • 065-C7QK Intel UHD Graphics 617 • 065-C7Q2 8CB 2133MHz LPDDR3 memory • 065-C7Q5 256CB PCIe-based SSD • 065-C7QI... Force Touch Trackpad . 065-C7QM Two Thunderbolt 3 Ports . 065-C7QN Touch ID ' • 065-C7QP Retina Display • 065-C7TN Backlit Keyboard (US English) 4 10.2-inch iPad Wi-Fi 32GB - Space Gray (10-pack) with 3- 3 $3,730.00 Sll,190.00 Year AppleCare+ for Schools Part Number: BPRM2LL/A 10.2-inch iPad Wi-Fi 32CB - Space Gray (10-pack) Part Number: MW7L2LL/A Quantity: 30 3-YearAppleCare+ for Schools - iPad / iPadAir / iPad mini Part Number: S7743LL/A Quantity: 30 5 10.2-inch iPad Wi-Fi 32CB - Space Cray (10-pack) 6 12,940.00 517,640.00 Part Number: BP832LL/A 10.2-inch iPad Wi-Fi 32GB - Space Cray (10-pack) Part Number: MW7L2LL/A Quantity: 60 6 13-inch MacBook Air: l.SGHz dual-core Intel Core 1 $5,060.00 $5,060.00 iS/SCB/128GB w/ 3YR AppleCare+ for Schools (5-pack) Part Number: BPPF2LL/A 13-inch MacBookAir l.SGHz dual-core Intel Core i5, 128GB (5- . Pack) Part Number: MQD62LL/A Quantity: 5 3-Year AppleCare+ for Schools - MacBook Air Part Number: S7732LL/A Quantity: 5 7 • 13-inch MacBookAir: 1.6CHz dual-core Sth-generation 1 $999.00 S999.00 Intel Core i5 processor, 128GB - Space Gray Part Number: MVF112LL/A Configuration: • 065-C7Q1 1.6GHz dual-core gth-generation Intel Cora i5 processor, Turbo Boost up to 3.6GHz • OG5-C7QK Intel UHD Graphics 617 • 06S-C7Q2 8GB 2133MHz LPDDR3 memory 065-C7Q4 128CB PCIe-based SSD 065-C7QL Force Touch Trackpad 065-C7QM Two Thunderbolt 3 Ports 065-C7QN Touch ID • 065-C7QP Retina Display . 065-C7TL Backlit Keyboard (US English) 8 ' 12.9-inch iPad Pro Wi-Fi 512CB - Silver 2 Sl,299.00 $2,598.00 Part Number: MTFQ2LL/A 9 10.2-inch iPad Wi-Fi 32GB - Space Cray (10-pack) with 2- 4 S3.530.DO $14,120.00 Year AppleCare+ for Schools Part Number: BPRL2LL/A 10.2-inch iPad Wi-Fi 32GB - Space Gray (10-pack) Part Number: MW7L2LL/A Quantity: 40 2-Year AppleCare+ for Schools - iPad / iPad Air / iPad mini Part Number: S7741LL/A Quantity: 40 10 27-inch iMac with Retina 5K display: 3.1GHz 6-core 8th- 1 $1,899.00 Sl,899.00 generation Intel Core i5 processor, 1TB Part Number: MRR02LL/A Configuration: • 065-C7CN B.lGHz 6-core Sth generation Intel Core i5 processor, Turbo Boost up to 4.3G11Z • 065-C6WK 8CB 2666MHz DDR4 memory • 065-C6WP ITB Fusion Drive storage • 065-C7HO Radeon Pro 575X with 4GB GDDR5 memory 065-C6XC Apple Magic Mouse 2 065-C6XH Magic Keyboard - US English 11 USB-C VGA Multipart Adapter 2 $69.00 S 138.00 Part Number: MJ1.L2AM/A 12 Magic Keyboard with Numeric Keypad - Spanish - Silver 1 $129.00 $129.00 Part Number: MQ052E/A 13 AppleCare+ for MacBook/MacBook Air 1 $1.83.00 'S 183.00 Part Number: S6125LL/A 14 AppleCare+ for iMac 1 S119.00 S119.00 Part Number: S6126LL/A I 15 2-Year AppleCare+ for iPad Pro 2 S99.00 S198.00 Part Number: S6532LL/A 16 13-inch MacBook Air: 1.6GHz dual-core Sth-generation 1 $999.00 $999.00 Intel Core i5 processor, 128GB - Silver Part Number: MVFK2LL/A • Configuration: 065-C7Q1 1.6GHz dual-core Sth-generation Intel Core i5 processor, Turbo Boost up to 3.6GHz • 065-C7QK Intel UHD Graphics 617 065-C7Q2 8CB 2133MHz LPDDR3 memory • 065-C7Q4 .128CB PCIe-based SSD • 065-C7QL Force Touch Trackpad I 065-C7QM Two Thunderbolt 3 Ports • 065-C7QN Touch ID • 06S-C7QP Retina Display 065-C7TM Eacklit Keyboard (US English) 17 3-Year AppleCare+ for Schools - MacBook Air 1 $183.00 S 183.00 Part Number: S7732LL/A Edu List Price Total $151,154.00 - Additional Tax $0.00 Estimated Tax $0.00 Extended Total Price* $151,154.00 "In most cases Extended Total Price does not include Sales Tax ii'If applicable, e-Waste/Recycling Fees are included. Standard shipping is complimentary Complete your order by one of the following: • This document has been created for you as Apple Quote ID 2206113128. Please contact your institution's Authorized Purchaser to submit the above quote online. For account access or new account registration, go to httasi/./ecommerce.apple.coin. Simply go to the Quote area of your Apple Education Online Store, click on it and convert to an order. For registration assistance, call 1.800.800.2775 • If you are unable to submit your order online, please send a copy of this Quote with your Purchase Order via email to institutionorders(3)apple.com. Be sure to reference the Apple Quote number on the PO to ensure expedited processing of your order. o For more information, go to provision C below, for details. THIS IS A QUOTE FOR THE SALE OF PRODUCTS OR SERVICE.S. YOUR USE OF THIS QUOTE IS SUBJECT TO THE FOLLOWING PROVISIONS WHICH CAN CHANCE ON SUBSEQUENT QUOTES; A. ANY ORDER THAT YOU PLACE IN RESPONSE TO THIS QUOTE WILL BE GOVERNED BY (.1.) ANY CONTRACT IN EFFECT BETWEEN APPLE INC. ("APPLE") AND YOU AT THE TIME YOU PLACE THE ORDER OR (2), IF YOU DO NOT HAVE A CONTRACT IN EFFECT WITH APPLE, CONTACT [email protected]. B. ALL SALES ARE FINAL. PLEASE REVIEW RETURN POLICY BELOW IF YOU HAVE ANY QUESTIONS, IF YOU USE YOUR INSTITUTION'S PURCHASE ORDER FORM TO PLACE AN ORDER IN RESPONSE TO THIS QUOTE, APPLE REJECTS ANY TERMS SET OUT ON THE PURCHASE ORDER THAT ARE INCONSISTENT WITH OR IN ADDITION TO THE TERMS OF YOUR AGREEMENT WITH APPLE. I C. YOUR ORDER MUST REFER SPECIFICALLY TO THIS QUOTE AND IS SUBJECT TO APPLE'S ACCEPTANCE. ALL FORMAL PURCHASE ORDERS SUBMITTED BY EMAIL MUST SHOW THE INFORMATION BELOW: o APPLE INC. AS THE VENDOR o BILL-TO NAME AND ADDRESS FOR YOUR APPLE ACCOUNT o PHYSICAL SHIP-TO NAME AND ADDRESS (NO PO BOXES) o PURCHASE ORDER NUMBER o< VALID SIGNATURE OF AN AUTHORIZED PURCHASER o APPLE PART NUMBER AND/OR DESCRIPTION OF PRODUCT AND QUANTITY o TOTAL DOLLAR AMOUNT AUTHORIZED OR UNIT PRICE AND EXTENDED PRICE ON ALL LINE ITEMS o CONTACT INFORMATION: NAME, PHONE NUMBER AND EMAIL D. UNLESS THIS QUOTE SPECIFIES OTHERWISE, IT REMAINS IN EFFECT UNTIL Saturday, March 21, 2020 UNLESS APPLE WITHDRAWS IT BEFORE YOU PLACE AN ORDER, BY SENDING NOTICE OF ITS INTENTION 10 WITHDRAW THE QUOTE TO YOUR ADDRESS SET OUT IN THE QUOTE. o • APPLE MAY MODIFY OR CANCEL ANY PROVISION OF THIS QUOTE, OR CANCEL ANY ORDER YOU PLACE PURSUANT TO THIS QUOTE, IF IT CONTAINS A TYPOGRAPHIC OR OTHER ERROR. E. THE AMOUNT OF THE VOLUME PURCHASE PROGRAM (VPP) CREDIT SHOWN ON THIS QUOTE WILL ALWAYS BE AT UNIT LIST PRICE VALUE DURING REDEMPTION ON THE VPP STORE. F. UNLESS SPECIFIED ABOVE, APPLE'S STANDARD SHIPPING IS INCLUDED IN THE TOTAL PRICE. Opportunity ID: 1.8000003668184 https://ecommerce.apple.com Fax: Terms & Use I Privacy Policy I Return Policy Copyright® 201.8 Apple Inc. All rights reserved. Document rev 10.6.1 Date of last revision -June 20th, 2016 I I ___j W-! Request for Taxpayer Give Form to the Form (Rev. October 2018) Identification Number and Certification requester. Do not Department of the Treasury send to the IRS. Internal Revenue Service > Go to www.irs.gov/FormW9 for instructions and the latest information. 1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank. Apple Inc. 2 Business name/disregarded entity name, if different from above 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the 4 Exemptions (codes apply only to following seven boxes. certain entities, not individuals; see instructions on page 3): II Individual/sole proprietor or C Corporation I_I S Corporation I_I Partnership I_I TrusVestate single-member LLC Exempt payee code (if any) 5 I] Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) ^ Note: Check the appropriate box in the line above for the tax classi'fication of the single-member owner. Do not check Exemption from FATCA reporting < LLC if the LLC Is classified as a single-member LLC that Is disregarded from the owner unless the owner of the LLC is code (if any) another LLC that is not disregarded from the owner for U.S. federal tax purposes. Othen/vise, a single-member LLC that| is disregarded from the owner should check the appropriate box for the tax classification of its owner. Q Other (see instructions) > (Applies to accounts maintained outside the U.S.) 5 Address (number, street, and apt. or suite no.) See instructions. Requester's name and address (optional) One Apple Park Way 6 City, state, and ZIP code Cupertino.CA 95014 7 List account number(s) here (optional) Taxpayer Identification Number fTIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid Social 'ity imb< backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN, later. or Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and Employer identification numbe Number To Give the Requester for guidelines on whose number to enter. 4 2 4 0 4 1 1 0 Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IPS has notified me that I am no longer subject to backup withholding; and 3. I am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later. Sign Signature of Here U.S. person > . I^^J^ Date*- 01/02/2020 General Instructions • Form 1099-DIV (dividends, including those from stocks or mutual funds) Section references are to the Internal Revenue Code unless otherwise • Form 1099-MISC (various types of income, prizes, awards, or gross noted. proceeds) Future developments. For the latest information about developments • Form 1099-B (stock or mutual fund sales and certain other related to Form W-9 and its instructions, such as legislation enacted transactions by brokers) after they were published, go to www.irs.gov/FormWS. • Form 1099-S (proceeds from real estate transactions) Purpose of Form • Form 1099-K (merchant card and third party network transactions) An individual or entity (Form W-9 requester) who is required to file an • Form 1098 (home mortgage interest), 1098-E (student loan interest), information return with the IPS must obtain your correct taxpayer 1098-T (tuition) identification number fTIN) which may be your social security number • Form 1099-C (canceled debt) (SSN), individual taxpayer identification number (ITIN), adoption • Form 1099-A (acquisition or abandonment of secured property) taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other Use Form W-9 only if you are a U.S. person (including a resident amount reportable on an information return. Examples of information alien), to provide your correct TIN. returns include, but are not limited to, the following. If you do not return Form W-9 to the requester with a TIN, you might • Form 1099-1NT (interest earned or paid) be subject to backup withholding. See What is backup withholding, later. Cat.No.10231X Form W-9 (Rev. 10-2018) PROPOSAL: Educational Apple Brand Products Pages MEMORANDUM OF INSURANCE DATE I 01-0ct-2019 iThis Memorandum is issued as a matter of information only to authorized viewers for their internal use only and iconfers no rights upon any viewer of this Memorandum. This Memorandum does not amend, extend or alter the jcoverage described below. This Memorandum may only be copied, printed and distributed within an authorized jviewer and may only be used and viewed by an authorized viewer for its internal use. Any other use, duplication or [distribution of this Memorandum without the consent of Marsh is prohibited. "Authorized viewer" shall mean an entity |or person which is authorized by the insured named herein to access this Memorandum via |http://www.marsh.com/moi?client=0718. The information contained herein is as of the date referred to above. [Marsh shall be under no obligation to update such information. [PRODUCER COMPANIES AFFORDING COVERAGE 'Marsh USA Inc. dba Marsh Risk & Insurance Services ("Marsh") Co .A ACE American Insurance Company J. iINSURED Co.B Safety National Casualty Corporation |Apple Inc. Co.C Great American Insurance Co. of NY |0ne Apple Park ICupertino, CA 95014 il United States ICOVERAGES j T[THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE JPOLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT] i JOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS MEMORANDUM MAY BE ISSUED OR MAY PERTAIN, THE {INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS JAND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. co TYPE OF POLICY POLICY '["""POLICYT LIMITS ILTR INSURANCE NUMBER EFFECTIVE EXPIRATION LIMITS IN USD UNLESS OTHERWISE INDICATED DATE DATE A [GENERAL G27629805 01-0ct-2019 01-0ct-2020 iGENERAL AGGREGATE USD 5,000,000 LIABILITY JPRODUCTS - COMP/OP AGG USD 9,000,000 ICOMMERCIAL (PERSONAL AND ADV INJURY USD 2,500,000 IGENERAL iEACH OCCURRENCE USD 2,500,000 iLIABILIT^ JFIRFDAMAGiTAJW'ONT USD 2,500,000 IOCCURRENCE hRE) IMED EXP (ANY ONE PERSON) N/A B AUTOMOBILE ICAS4042773 01-0ct-2019 01-0ct-2020 [COMBINED SINGLE LIMFT USD2,pOO<000 ILIABILITY BODILY INJURY (PER ANY AUTO IPERSON) JBODILY INJURY (PER IACCIDENT) PROPERTY DAMAGE c IEXCESS IUMB3161500 01-0ct-2019 01-0ct-2020 EACH OCCURRENCE USD 5,000,000 ILIABILITY AGGREGATE USD 5,000,000 IUMBRELLA iFORM iGARAGE "JAUTO'CHNLYTpiR^ ILIABILITY IOTHER THAN AUTO ONLY: EACH ACCIDENTS AGGREGATE B IWORKERS ILDC4047106 01-0ct-2019 01-0ct-2020 JWORKERS COMP LIMITS ^tatytory^ B ICOMPENSATI IPS4047107 01-0ct-2019 01-0ct-2020 EL EACH ACCIDENT USD 2,000,000 ION |(WI) EL DISEASE - POLICY LIMIT USD 2,000,000 |EMPLOVERS EL DISEASE - EACH USD 2,000,000 (LIABILITY IEMPLOYEE tTHE IPROPRIETOR/ IPARTNERS/ JEXECUTIVE {OFFICERS ARE: IINCLUDED [The Memorandum of Insurance serves solely to list insurance policies, limits and dates of coverage. Any {modifications hereto are not authorized. PROPOSAL: Educational Apple Brand Products Page 9 DATE IMEMORANDUM OF INSURANCE 01-0ct-2019 |This Memorandum is issued as a matter of information only to authorized viewers for their internal use only and [confers no rights upon any viewer of this Memorandum. This Memorandum does not amend, extend or alter the [coverage described below. This Memorandum may only be copied, printed and distributed within an authorized [viewer and may only be used and viewed by an authorized viewer for its internal use. Any other use, duplication or jdistribution of this Memorandum without the consent of Marsh is prohibited. "Authorized viewer" shall mean an entity jor person which is authorized by the insured named herein to access this Memorandum via |http://www^marsh.com/moi?client=0718. The information contained herein is as of the date referred to above. iMarsh shall be under no obligation to update such information. PRODUCER INSURED I!Marsh USA Inc. dba Marsh Risk & Insurance Services Apple Inc. ("Marsh") California f United States [ADDITIONAL INFORMATION iGENERAL LIABILHY COVERAGE IS PROVIDED EXCESS OF A $1,000,000 SELF-INSURED RETENTION. IPROPERTY COVERAGE ILIMH-S: PER POLICY LIMFT ICarrier Company and Policy Number: jEffective: 4/1/2019 - 4/1/2020 IZURICH AMERICAN INSURANCE COMPANY: PPR938401508 jGENERAL SECURITY INDEMNITY INS CO OF AZ (SCOR): 10F14755720191 |XL INSURANCE AMERICA INC: US00011986PR19A JACE AMERICAN INSURANCE COMPANY: GPAD37905574010 jGREAT LAKES REINSURANCE SE (MUNICH RE): F02101922019 IALLIANZ GLOBAL RISKS US INSURANCE COMPANY: USP00072119 IHDI GLOBAL INSURANCE COMPANY: CPD1245906 JINTERSTATE FIRE & CASUALTY (ALTERNUS): RTX20012119 [LIBERTY MUTUAL FIRE INSURANCE COMPANY: MJ2L9L463860019 The Memorandum of Insurance serves solely to list insurance policies, limits and dates of coverage. Any modifications hereto are not authorized. • PROPOSAL: Educational Apple Brand Products Page 10 ^_ Terms and Conditions Summary DeSoto County School District ("Customer") Invitation to Bid Bid # 281-APPLE2-DCS-20 ("ITB") For the purposes of Apple Inc.'s ("Apple") response to this ITB, "Proposal" shall mean the entirety of Apple's response to the ITB, including all exhibits and attachments. Apple's failure to explicitly take exception to any terms in the ITB shall not be construed as Apple's acceptance of the ITB or any terms therein. Apple agrees to furnish products and services to Customer in accordance with the terms and conditions of the documents listed below. In the event of a conflict or inconsistency among the documents, the following order of precedence shall apply: 1. The attached Apple Direct Customer Agreement ("ADCA") executed between Customer and Apple on October 25, 2018. 2. Solely as it pertains to AppleCare+, if applicable, the then-current AppleCare+ terms and conditions, located atwww.apple.com/legal/sales-support/applecare/apple^areplus/. Such terms and conditions are subject to change at any time, at Apple's discretion and without notice. 3. This Terms and Conditions Summary. An award of the ITB by Customer to Apple and/or a submission of a purchase order by Customer shall constitute the full and binding acceptance of the ADCA and this Terms and Conditions Summary, and as applicable, the AppleCare+ terms and conditions. Any other terms or conditions set forth in the ITB or a purchase order issued by Customer in connection herewith are hereby rejected by Apple and shall have no force or effect. Apple's Proposal is valid for thirty (30) days from the date of submission. Please note that all products sold by Apple are subject to availability. Apple reserves the right to accept or decline any order, in whole or in part. « PROPOSAL: Educational Apple Brand Products Page 11 T DeSoto County School District ^, c CONTRACT COVER PAGE Iy fs BOARD MEETING DATE REQUESTED: october 18-2018 SUBMISSION DATE: october °5-2018 CONTRACTS/AGREEMENTS MUST BE SUBMITTED TO STACEY GRAVES, CHIEF FINANCIAL OFFICER, BY THE "AGENDA SUBMISSION FOR REVIEW" DEADLINE PRIOR TO THE BOARD MEETING DATE ON WHICM APPROVAL IS REQUESTED. This cover sheet is also used for the foltowing; Memorandum of Agreement, Memorandum oi Understanding, Intern Agreement, and a/f other ogreemenfs. SPONSOR/DEPARTMENT SUBMIHING REQUEST: •Sponsor ('s re5ponsibte for keeping up with the contract/agreemeni at each stage of approval as well as submitting to the Board Clerk to be placed on Agenda. . Melissa Thomas NAME: DEPARTMENT:Director of Purchasing DIRECT PHONE662-449-7227 ^^|L. [email protected] CONTRACT INFO: CONTRACTING PARTY/COMPANY: Apple TERM OF CONTRACT/AGREEMENT:,. October 18, 2018 ,,^i, October 31, 2021 The maximum term of a District contract is one f1j year, unless approved by the Board of Education. x COMPENSATION: _YES _NO FUNDING SOURCE:.. ,.N/A CONTRACT AMOUNT:, BRIEF DESCRIPTION:,j.Modified ADCA Apple Agreement See attached agreement If applicgble, please include as much speciffc informaMon as possible above and under description of services on the model contract, such as specific dates, place, if materials are included, etc. REQUESTING WAIVER OF WORKERS COMP INSURANCE? .YES x __ NO x REQUESTING WAIVER OF LIABILITY INSURANCE? _YES .NO PAYMENT TERMS MUST BE REVIEWED BY STAGEY GRAVES. REVIEWED BY STAGEY GRAVES: REVEIWED BY LEGAL: v A copy of the stamped, board approved coniract/agreement will be emailed to the sponsor as soon as possible after it is board approved. PROPOSAL: Educational Apple Brand Products Page 12 ''. Apple Confidential Information Direct Sales 1 of 9 SCC - US - 246456 PROPOSAL Educational Apple Brand Products Page 13 APPROVEDO^ .'L OCT 18 2018 t DeSoto County (v26Sep2018v2) Apple Direct Customer Agreement iBoard of Education This Agreement is entered into by and between Apple Inc., a California corporation located at One Apple Park Way, Cupertino, California 95014 ("Apple") and Customer, each of whom agrees to be bound by and comply with all terms and conditions contained in the Agreement. Customer Legal Name ("Customer"): DESOTO COUNTY SCHOOL DISTRICT DBA Name: DESOTO COUNTY SCHOOL DISTRICT Address: 5 E SOUTH ST, HERNANDO, MS, 38632-2216, United States of America Purpose Customer wishes to purchase Products from Apple for Customer's own use, and the Parties intend that this Agreement will govern the purchase of such Products in accordance with the terms and conditions set forth below, 1. Definitions The following terms have the meanings specified below: "Agreement" means, collectively, this Apple Direct Customer Agreement, Apple price lists and any mutually executed amendments or addenda to the Agreement. i "Apple Product" or "Apple Products" means Services, CTO Products, hardware and software products manufactured, distributed or licensed under an Apple-owned or licensed brand name that Customer has paid to acquire or has properly licensed from Apple for its own use, but excluding any third party software and all other third party products. "Apple Confidential Information" means any and all information in oral or written form that Customer knows or has reason to know is confidential information and that is disclosed in connection with this Agreement or to which Customer may have access in connection with this Agreement, including but not limited to financial information and data, personnel information, information regarding strategic alliances, costs or pricing data, the identities of customers and prospective customers, and any information relating to new product launch, including the release dates and product specifications. Apple Confidential Information shall not include any information that: (i) was rightfully in a Customer's possession prior to disclosure without any obligation to maintain its confidentiality; (ii) was independently developed by Customer without the use of or reference to Apple Confidential Information; or (iii) is now, or hereafter becomes, publicly available other than through disclosure by Customer in breach of this Agreement. "Configure-To-Order Product" or "CTO Product' means Products that Apple modifies from its standard configurations and that are available to Customer only by special order. "Customer Confidential Information" means and is limited to information that is: (i) reduced to a tangible form, (ii) independently developed by Customer without the use of or reference to any Apple Confidential Information, and (iii) provided specifically at Apple's request after execution of this Agreement and after execution of an acknowledgment signed by an Apple Sales Director that such information shall be treated as Customer Confidential Information. Customer Confidential Information shall not include any information that: (a) is communicated verbally; (b) was rightfully in Apple's possession prior to disclosure without any obligation to maintain its confidentiality; (c) was independently developed by Apple without the use of Customer Confidential Information; (d) is required to verify Customer's compliance with any provisions of this Agreement; or (e) is now, or hereafter becomes, publicly available other than through disclosure by Apple in breach of this Agreement. 1 "Effective Date" means the date upon which an authorized representative of Apple signs this Agreement. "Umited Warranty" means Apple's standard limited warranty that is set forth in the documentation that accompanies any Apple Products purchased under this Agreement. "Line of Credit" means a line of credit established for Customer by Apple in its sole discretion. "Party" means either Apple or Customer and "Parties" means both of them. Direct Sales 2 of 9 SCC - US - 246456 PROPOSAL: Educational Apple Brand Products Page 14 <_ "Products" mean, collectively, Services, Apple Products and other products that are sold or licensed by Apple to Customer for its own use. "Services" mean, collectively, the standard, price-listed-services, support and/or training products sold under the Apple brand name. 2. Interpretation In the event of any conflict or inconsistency between the terms of this Agreement and any license terms or terms of use accompanying any Apple Product, such license terms and/or terms of use shall control solely as to the use of the Apple Product covered by those terms. 3. Terms and Conditions of Purchase 3.1 Ordering Customer may order Products from Apple by either: (i) ordering at an Apple Retail Store, (ii) ordering electronically through the online portal managed by Apple, (iii) submitting a purchase order to Apple, as permitted by Apple, or (iv) by any other means communicated by Apple, Customer is solely responsible for all purchase decisions, including but not limited to, ensuring the compatibility and appropriateness of all Products. All purchases of Products under this Agreement shall be made solely for Customer's end use and not for resale. In the event Customer submits orders via an online portal managed by Apple, Customer agrees to Apple's Terms of Use and Privacy Policy located on such online portal. Furthermore, purchases through an online portal may also be subject to an Online Sales Policy. In the event of any inconsistency between this Agreement and the Online Sales Policy, this Agreement will govern. 3.2 Customer's subsidiaries and/or affiliates may not purchase Products from Apple under this Agreement unless Apple has agreed in signed writing with Customer that such subsidiaries and/or affiliates are authorized to purchase Products from Apple pursuant to this Agreement, Such authorization shall be subject to the parent company having provided a guarantee of the debts to Apple of such subsidiaries and/or affiliates and compliance with the obligations of this Agreement by such subsidiaries and/or affiliates. Notwithstanding the foregoing, Apple may require at its sole discretion that the debts to Apple of such subsidiaries and/or affiliates must be included in a parent company guarantee. 3.3 Limited Billing Service Account Apple will provide Customer a limited billing service account to use when placing service orders such as Customer Installable Parts (CIPs) and mail-in or on-site repairs via the contact center or Apple Retail Stores. Customer may be asked to submit a purchase order when placing a service order. Customer acknowledges that Apple does not provide service CIP or repair pricing on an Apple price list. Apple will quote current service CIP or repair pricing to Customer prior to processing any purchase order, and Customer will have the option to either accept or decline the quoted prices. Apple will not process the purchase order if Customer declines the quoted price, but will process the purchase order under the terms of this Agreement if Customer accepts the quoted pricing. 3.4 Prices and Orders Customer agrees that Apple may change Product offerings, discounts and pricing at any time and without notice to Customer. Prices include standard freight and insurance using an Apple-selected carrier. Apple does not guarantee that Products will be available at all times during the Term. Apple reserves the right to accept or decline any order, in whole or in part. Apple may cancel any accepted order prior to shipment, if in its sole discretion, Apple determines that it has insufficient inventory to fulfill such order. Apple may make partial shipments of Customer's orders and will not be liable for any failure to ship complete orders. Customer will be invoiced separately for each partial shipment and will pay each invoice when due, without regard to subsequent deliveries. Apple will allocate its available inventory and make deliveries (including partial shipments) in its sole discretion and without liability to Customer. 3.5 Delivery 3.5,1 Except for U.S. federal government agencies, title and risk of loss to all Products will pass to Customer upon shipment from Apple's shipping location. For Products shipped pursuant to Apple's standard practices, Apple will issue credits or replace Products returned due to damage in transit or that are lost in transit. When Products are not shipped pursuant to Apple's standard practices but instead via a carrier selected by Customer, Apple will not issue credits or replace Products returned due to damage in transit or that are lost in transit and Customer's sole recourse for loss or damage shall be against its own insurer, its selected carrier, and its carrier's insurer. Customer shall insure Products for their full replacement value for delivery to Customer until Customer has paid Apple in full for such Products, and shall name Apple as a loss payee on the Customer's policy. For both government and non-government sales, shipping charges for orders shipped under Customer's instructions will be added to Apple's invoice or shipped freight collect, at Apple's option. 3.5.2 For orders picked up by Customer at the Apple Retail Store, risk of loss or damage to Products will pass to Customer upon pick up of the Products from the Apple Retail Store. Title to the Products will pass to Customer when Apple provides notice that the Products are available for pick up from the Apple Retail Store. Customer shall contact the Apple Retail Store for any issues regarding pick up of the Products. 3.5.3 For U.S. federal government agencies only, title and risk of loss to all Products will pass to Customer upon delivery to Customer. Direct Sales 3 of 9 SCC - US - 246456 PROPOSAL: Educational Apple Brand Products Page 15 .<- 3.6' Payment 3.6.1 Unless Customer qualifies for credit with Apple or except as otherwise approved by Apple, Customer shall pre-pay for all orders placed. 3.6.2 Provided that Customer qualifies for credit with Apple, Customer shall be invoiced upon shipment of Products or performance of Services (as applicable), and provided Customer is qualified for credit with Apple, payment of such invoice is due no later than thirty (30) days from the invoice date. 3.6.3 Apple may in its sole discretion establish a Line of Credit for Customer. If Apple establishes a Line of Credit it will do so to the extent permitted by law and under the following minimum terms and conditions: 3.6.4 Payment terms for all amounts due from Customer to Apple (including payments for Services) will be net thirty (30) days from the date of Apple's invoice, except as may otherwise be required by Apple in writing. Invoices must be paid in full by direct debit or other electronic payment method agreed between the parties in the currency invoiced without deduction, counterclaim or set off (statutory or otherwise) and in clear funds. If a direct debit is returned unpaid, Apple shall be entitled to place the Customer's account on credit hold until payment is received in full. 3.6.5 The Line of Credit will limit the aggregate amount of credit thaT may be extended at any time to Customer for amounts owing to Apple under this Agreement, any other agreement or for any other sales or extensions of credit of any kind by Apple to Customer. The amount of the Line of Credit may be immediately adjusted upwards or downwards at anytime as appropriate, at the discretion of Apple, In exercising its discretion, Apple reserves the right to consider and act upon the following, among other criteria: (i) the profitability and financial well being of Customer; (ii) whether current and accurate financial and business performance information are provided in a timely fashion by Customer; (iii) the amount and likely present value of whatever collateral or credit enhancement has been provided; and (iv) whether Apple will likely be, or has been required to realize upon and liquidate such collateral or credit enhancement. Customer acknowledges that Apple can reduce, vary or cancel the Line of Credit at any time. 3.6.6 Apple may place sales to Customer on immediate credit hold (i.e., suspend all sales to Customer) whenever the outstanding balance owed by Customer and its subsidiaries and/or affiliates to Apple would exceed the Line of Credit or whenever Customer fails to make payment to Apple in accordance with established terms. 3.6.7 Without prejudice to its right to terminate this Agreement for breach under Section 10, Apple reserves the right to withhold shipment and/or to declare all sums immediately due and payable in the event of a breach by Customer of any of its obligations to Apple, including the failure to comply with any credit terms. 3.6.8 Should there at any time be monies owing from Apple to Customer, Apple will have the right to setoff such sums and apply them to any sums (whether or not due) owed by Customer or its affiliates or subsidiaries to Apple. 3.6.9 Upon Apple's reasonable request, Customer will provide to Apple [or an Apple affiliate): (i) audited annual financial statements, including a balance sheet, cash flow and profit and loss statements, as well as auditors' report and notes to financials; (ii) financial statements and similar financial information or reports routinely provided to any other vendor, lender or creditor to support extensions of credit, and (iii) such other financial information as may be reasonably requested by Apple in a format agreed upon by Apple and Customer. If such information is not provided in a timely manner, Apple may suspend all sales to Customer or exercise any other remedies hereunder until such information is provided to Apple. 3.6,10 All applicable local sales or use taxes, duties and other imposts, if any, due on account of purchases hereunder shall be paid by Customer. Proof of tax-exempt status must be on file at Apple's Support Center for any order to be treated as a tax-exempt transaction. Apple will also charge for any fees due from Customer by regulation or statute, including, if applicable, fees due under the California Electronic Waste Recycling Act or similar laws in other states. Apple reserves the right to change its price lists and Customer's credit terms at any time. In addition to Apple's other rights herein, Apple reserves the right, without liability or obligation to Customer, to suspend deliveries due to a payment default. » 3.7 Product Returns Products purchased hereunder shall be subject to Apple's then-current policies for defective and dead-on-arrival (DOA) Products. 3.8 Support Apple will provide post-sales support for Apple Products as described in the documentation accompanying such Apple Products. Apple will not provide support for any Products other than unmodified Apple Products. 4. Confidentiality Direct Sales 4 of 9 SCC - US - 246456 PROPOSAL: Educational Apple Brand Products Page 16 .^ 4,1'During the Term and for five (5) years thereafter, Customer will not use Apple Confidential Information except as required to achieve the objectives of this Agreement, or disclose such Apple Confidential Information except to employees or contractors who have a need to know. Customer will not make any disclosure or statement of Apple Confidential Information in connection with the Agreement or its subject matter without Apple's prior, specific written consent. Customer shall not make any public statement regarding any item of Apple Confidential Information, including but not limited to any matter of business between Customer and Apple, or the nature of any contractual relations between Apple and Customer or any third party. Customer may disclose Apple Confidential Information to the extent required by law, provided that it first makes reasonable efforts to give Apple notice of such requirement prior to any such disclosure and takes reasonable steps to obtain protective treatment of the Apple Confidential Information. 4.2 Apple will not use Customer Confidential Information except as required to achieve the objectives of this Agreement, or disclose such Customer Confidential Information except to employees, agents or contractors who have a need to know or as required by law. Except as otherwise stated herein, Apple will not make any disclosure or statement of such information without the Customer's prior written consent or as required by law, 5. Representations and Warranties 5.1 Customer represents and warrants that: (i) it has the right to enter into this Agreement and perform its obligations hereunder; (ii) the terms of this Agreement do not violate and will not cause a breach of the terms of any other agreement to which Customer is a party or by which it is bound; and (iii) all Products purchased will be for Customer's own use in its facilities in the United States and will not be purchased for resale to any other entity or individual. 5.2 Apple Limited Warranty The sole warranty for an Apple Product purchased hereunder shall be the Limited Warranty, Except for the Limited Warranty, all Apple Products are sold "as is" and without additional warranty or support from Apple. A]] Products, other than Apple Products, are sold "as is" and without warranty or support from Apple, but may be accompanied by a manufacturer's warranty, as more particularly provided in the warranty documentation that accompanies such Products. Upon Customer's request, Apple will provide a copy of the manufacturer's warranty accompanying Products offered by Apple under this Agreement, Nothing in this Agreement shall be construed as obligating Apple to provide any warranty-related fulfillment or support for any Products, other than Apple Products. 5.3 Disclaimer 5,3.1 EXCEPT FOR THE LIMITED WARRANTY, APPLE MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS OR SERVICES, AND TO THE MAXIMUM EXTENT PROVIDED BY LAW, APPLE HEREBY DISCLAIMS SUCH WARRANTIES, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 5.3.2 Apple Products are not intended or suitable for use in situations or environments where the failure or time delays of, or errors or inaccuracies in, the content, data or information provided by Apple Products could lead to death, personal injury, or severe physical or environmental damage, including without limitation the operation of nuclear facilities, aircraft navigation or communications systems, air traffic control, life support or weapons systems. 6.1, Provided that Customer promptly notifies Apple in writing, gives Apple sole control over the defense and all related settlement negotiations, and does not compromise or settle any claims then, subject to the terms of this paragraph and the exceptions and limitations set forth below, including but not limited to Section 7,1 and 7.2, Apple will defend any proceeding or action brought by a third party against Customer to the extent based on a claim that: (i) an Apple Product that Customer has paid to acquire from Apple infringes a U.S. patent, copyright, trademark or misappropriates a U.S. trade secret; or (ii) personal injury or tangible property damage suffered by such third party was caused by Apple's gross negligence or willful misconduct during the performance of Services. 6.2 Notwithstanding the foregoing, Apple shall not be liable or responsible for, or obligated to defend any claims or damages arising out of or related to: (a) modification of any Apple Product; (b) combination, operation or use of the Apple Product with any other equipment, data, documentation, items or products; (c) use of Apple Product in a manner or for a purpose,or in a location, for which it was not intended; (d) import or export of any Apple Product in violation of applicable export control requirements, regulations or laws; (e) use or exportation of any Product(s) into any countries identified on any U.S. Government embargoed countries list; (1) use of any Apple Product in a manner or for a purpose not authorized under the applicable license terms; (g) any other products; or (h) Customer, its employees, agents, affiliates, subsidiaries or subcontractor's negligent acts or omissions. 6.3 Customer shall promptly notify Apple, in writing, of any claim, demand, proceeding or suit of which Customer becomes aware which may give rise to a right of defense under Section 6.1 ("Claim"). Notice of any Claim that is a legal proceeding, by suit or otherwise, must be provided to Apple within thirty (30) days of Customer's first learning of such proceeding. Notice must be in writing and include an offer to tender the defense of the Claim to Apple. Apple, if it accepts such tender, may take over sole control of the defense of the Claim, That control includes the right to take any and all actions deemed appropriate by Apple in its sole discretion to t Direct Sales 5 of 9 SCC - US - 24G456 PROPOSAL: Educational Apple Brand Products Page 17 .^ resolve the Claim by settlement or compromise. Upon Apple's acceptance of tender, Customer will cooperate with Apple with respect to such defense and settlement. If a Claim is settled and to the extent permitted by law, neither Party will publicize the settlement and will make every effort to ensure the settlement agreement contains a non-disctosure provision. 6.4 In the event of a Claim, Apple may at its sole option (but shall not be obligated to): (i) procure for Customer the right to continue use of the applicable Apple Product(s); (ii) replace the applicable Apple Product(s); (lit) modify the applicable Apple Product(s); or (iv) refund the amount paid by Customer to Apple for the applicable Apple Product, less depreciation. THE FOREGOING CONSTITUTES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY AND APPLE'S ENTIRE LIABILITY FOR ANY CLAIMS ARISING OUT OF THIS SECTION 6. 6.5 Customer shall not use the Apple Products, iCloud Storage APIs and iCloud service, or any component or function thereof, (i) to create, receive, maintain or transmit protected health information (as defined at 45 C.F.R § 160.103) or (ii) in any manner that would make Apple or any other third-party distributor, supplier or provider of those technologies a business associate, as defined under the Health Insurance Portability and Accountability Act of1996 and its implementing regulations ("HIPAA") at 45 C.F.R. § 160.103, of the Customer or any third party. Customer agrees to be solely responsible for complying with any reporting requirements under law or contract arising from Customer's breach of this Section and to reimburse Apple for any losses incurred by Apple relating to those reporting obligations. 7, UmitatiQiQf Liability 7.1 Apple's maximum aggregate liability (including any liability for the acts or omissions of Apple's employees, agents and sub-contractors) for any and all claims of any kind arising out of or in connection with the Agreement, whether in contract, warranty, tort (including negligence), misrepresentation, strict liability, statute, or otherwise, shall not exceed three hundred thousand dollars ($300,000). 7.2 IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, STATUTE OR OTHERWISE, SHALL APPLE BE LIABLE FOR ANY LOSS OF PROFIT OR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT LOSSES (INCLUDING LOSS OF DATA, INTERRUPTION IN USE, UNAVAILABILITY OF DATA, UNAVAILABILITY OR INTERRUPTION IN AVAILABILITY OF APPLE PRODUCTS, OR OTHER ECONOMIC ADVANTAGE) OR FOR PUNITIVE OR EXEMPLARY DAMAGES. 7.3 THE PARTIES AGREE THAT THE TERMS OF THE AGREEMENT, INCLUDING THOSE CONCERNING WARRANTIES, INDEMNITY AND LIMITATIONS OF LIABILITY, REPRESENT A FAIR ALLOCATION OF RISK BETWEEN THE PARTIES WITHOUT WHICH THEY WOULD NOT HAVE ENTERED INTO THIS AGREEMENT. LIABILITY FOR DAMAGES WILL BE LIMITED AND EXCLUDED, EVEN IF ANY EXCLUSIVE REMEDY PROVIDED FOR IN THE AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE. THE REMEDIES SET FORTH IN THIS AGREEMENT WILL BE CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES FOR ANY CLAIM MADE AGAINST APPLE. 8. Ownership 8.1 Use of Name Neither Party shall use the other's name, logo, trademarks or service marks in any advertising, communications or publications without the other Party's prior written consent. 8.2 Software Customer acknowledges that Products often contain not only hardware but also software, including but not limited to, operating systems and applications. Such software may be included in ROMs or other semiconductor chips embedded in hardware, or it may be contained separately on disks or on other media. Such software is proprietary, is copyrighted, and may also contain valuable trade secrets and is protected by patents. Customer, as an end user, is licensed to use any software contained in such Products, subject to the terms of the license accompanying the Products, if any, and the applicable patent, trademark, copyright, and other intellectual property, federal and state laws of the United States. 8.3 Restrictions Unless Customer has obtained Apple's prior written consent. Customer, in addition to any obligations or restrictions set forth in any license, which may accompany a Product, shall not copy the software. Customer shall not disassemble, decompile, reverse engineer, copy, modify, create derivative works thereof or otherwise change any of the software or its form. 9. Export Compliance This Agreement is subject to all laws, regulations, orders or other limitations on the export and re export of commodities, technical data and software. Customer agrees that it will not export, re-export, resell or transfer any export-controlled commodity, technical data or software: (i) in violation of such limitations imposed by the United States or any other appropriate national government authority; (ii) to any country for which an export license or other governmental approval is required at the time of export, without first obtaining all necessary licenses and approvals, at Customer's sole cost and expense; (iii) to any country or national or resident of a country to which Direct Sales 6 of 9 SCC - US - 246456 PROPOSAL: Educational Apple Brand Products Page 18 -<. trade is embargoed by the United States, or any other relevant national authority; (iv) to any person or firm on any relevant government agency restricted party lists, (examples: United Nations Sanctions list, United States Denial Lists, Office of Foreign Assets Control Specially Designated Nationals List, etc,); or (v) for use in, or to an entity that might engage in, any sensitive nuclear, chemical or biological weapons, or missile technology end-uses unless authorized by the United States Government, and any other relevant government agency by regulation or specific license. 10. Term and Temiination 10.1 Term Unless terminated earlier as provided in this Agreement, the term of this Agreement shall be three (3) years from the Effective Date ("Term"). 10,2 Termination for Convenience This Agreement may be terminated by either Party at any time without cause (i.e., for any or no reason), on thirty (30) days' written notice to the other Party, 10.3 Termination for Cause Apple may immediately terminate this Agreement and any other existing agreement with Customer if: (i) Customer fails to fully perform any obligation under the Agreement; (ii) Customer commits a criminal offence, engages in fraud or any unlawful or unfair business practice; (iii) there is a material change in or transfer of Customer's management, ownership, control or business operations, or Customer becomes affiliated, through common management, ownership, or control, with any person or entity that is unacceptable to Apple; or (iv) Customer's actions expose or threaten to expose Apple to any liability, obligation, or violation of law. 10.4 Effect of Notice of Termination If either Party gives notice of termination of the Agreement according to Section 10: (i) all unpaid invoices issued by Apple will be accelerated and become immediately due and payable on the effective date of termination; and (ii) Customer will cease placing new orders for Products from Apple on the effective date of termination. 10.5 Survival All defined terms and the following Sections of this Agreement shall survive expiration or any termination of the Agreement: 3.6 (Payment); 4 (confidentiality); 5 (Representations and Warranties); 6 (Indemnity); 7 (Limitation of Liability); 9 (Export Compliance); 10.4 (Effect of Notice of Termination); 10,5 (Survival); 11 (General Terms) and; any other Sections that by their nature would reasonably be expected to survive expiration or termination. 11. General Terms 11.1 Governing Law If Customer is a public agency or institution, this Agreement will be governed by the laws of the state where Customer is located or if Customer is a federal government a9ency, this Agreement will be governed and interpreted in accordance with applicable federal law. If Customer is a private or corporate entity, this Agreement will be governed by the laws of the State of Delaware, without regard to its conflict of laws provisions, and in the event of any action between the parties, venue shall be in the State of California. 11.2 Notice under the Agreement Notices under the Agreement may be given as follows: 11.2.1 Any notice under this Agreement must be in writing and will be deemed given upon the earlier of actual receipt or ten (10) days after being sent by courier, return receipt requested, to the address stated below for Apple and to the address designated in this Agreement by Customer for receipt of notices, or as may be provided by the Parties. Apple Inc. U.S. Contracts Operations One Apple Park Way, M/S 318-60PS Cupertino, California 95014 11.2.2 Either Party may give notice of its change of address for receipt of notices in any of the following manners: (a) in accordance with Section 11.2.1 (b) by email to the address provided by the Party, or (c) as otherwise authorized by Apple, 11.3 Assignment by Apple Direct Sales 7 of 9 SCC - US - 246456 PROPOSAL: Educational Apple Brand Products Page 19 .-t Customer may not assign this Agreement or any of its rights or duties without Apple's prior written consent. Any non-compliant assignment by Customer shall be null and void. Apple may assign this Agreement, in whole or in part, in Apple's sole and absolute discretion, to any affiliate of or successor in interest to Apple, without the consent of Customer, 11.4 Modifications Except as otherwise provided in this Agreement, no modification to this Agreement will be binding unless in writing and signed by an authorized representative of each Party, 11.5 Entire Agreement Apple and Customer acknowledge that the Agreement supersedes and extinguishes all previous agreements and representations (whether oral or written), between or on behalf of the Parties with respect to its subject matter. The Agreement contains all of Apple's and Customer's agreements, warranties, understandings, conditions, covenants, promises and representations with respect to its subject matter. Apple and Customer acknowledge and agree that they have not relied on any other agreements, warranties, understandings, conditions, covenants, promises or representations in entering into this Agreement. Neither Apple nor Customer will be liable for any agreements, warranties, understandings, conditions, covenants, promises or representations not expressly stated or referenced in this Agreement. Apple is deemed to have refused any provisions in purchase orders, invoices or other documents or statements from Customer that purport to alter or have the effect of altering any provision of the Agreement and such refused provisions will be unenforceable, 11.6 No Reliance Apple and Customer each acknowledge and agree that, in entering into the Agreement, they have not relied on and will not be liable for any agreements, warranties, understandings, conditions, covenants, representations or promises other than those expressly stated or referenced in the Agreement. The parties acknowledge and understand that all terms of the Agreement are enforceable as written, and that Apple and Customer intend to enforce and comply with all written terms of the Agreement. Customer hereby acknowledges and agrees that it will be bound by all the terms in the Agreement, notwithstanding any prior or subsequent agreement, warranty, understanding, condition, covenant, representation or promise suggesting otherwise. 11.7 Severability If a court of competent jurisdiction holds that any provision of this Agreement is invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect, and this Agreement will be adjusted if possible so as to give maximum effect to the original intent and economic effect of the Parties. 11.8 Waivers A Party's waiver of any breach by the other Party or failure to enforce a remedy will not be considered a waiver of subsequent breaches of the same or of a different kind. 11.9 Force Majeure Neither Party will be liable for delay or failure to fulfill its obligations under this Agreement, other than payment obligations, to the extent such delay or failure is due to unforeseen circumstances or causes beyond the Party's reasonable control, including, but not limited to, acts of God, war, riot, pandemic, embargoes, acts of civil or military authorities, acts of terrorism or sabotage, fire, flood, accident, strikes, inability to secure transportation, failure of communications networks, (a "Force Majeure"), provided such Party promptly notifies the other Party and uses reasonable efforts to correct such failure or delay in its performance. Customer may cancel any order delayed by more than thirty (30) days from the scheduled ship date due to a Force Majeure. 11.10 Headings and Construction Paragraph headings are for reference only and will not affect the meaning or interpretation of this Agreement. Wherever the singular is used, it includes the plural, and wherever the plural is used, it includes the singular. 11.11 Signature Authorization and Electronic SignahJre Each Party represents that the person signing this Agreement certifies that he or she has authority to contractually bind Customer to the terms and conditions of this Agreement. The Parties agree that this Agreement or any related documents may be accepted by electronic signature, which shall be accepted in lieu of a handwritten signature with full force and effect. 11.12 Counterparts This Agreement may be executed in one or more counterparts (including by facsimile), each of which when so executed shall be deemed to be an original and shall have the same force and effect as an original. Such counterparts together shall constitute one and the same instrument. The duly authorized representatives of the Parties execute this Agreement as of the dates stated below. Direct Sales 8 of 9 SCC - US - 246456 PROPOSAL: Educational Apple Brand Products Page 18 f_ Customer Apple Inc. SIGN/yORE SIGNATURE; (L^»x-* Direct Sales 9 of 9 SCO - US . 246a5o PROPOSAL: Educational Apple Brand Products Page 19